I want to thank our employees and advisors who have worked very hard in the face of an unprecedented industry downturn to bring us to this significant and welcome milestone.
Stephen G. Fendrich, President and Chief Operating Officer, Simmons Bedding

Simmons Bedding said it intends to file chapter 11 bankruptcy protection. The company's Boards of Directors approved a restructuring plan under which Simons, all of its subsidiaries as well as its parent Bedding Holdco Incorporated, by Ares Management LLC and Teachers' Private Capital, the private investment arm of the Ontario Teachers' Pension Plan, for $760 million.

Stephen G. Fendrich, Simmons Bedding's President and Chief Operating Officer, said, "I am extremely pleased that the plan protects our employees and provides for our senior lenders and suppliers to be paid in full. I want to thank our employees and advisors who have worked very hard in the face of an unprecedented industry downturn to bring us to this significant and welcome milestone."

Under the plan, all of Simmons Bedding's trade vendors, suppliers, employees and senior bank lenders will be paid in full, while each holder of Simmons' senior subordinated notes will be entitled to receive its pro rata share of $190 million in cash and each holder of Simmons' discount notes will be entitled to receive its pro rata share of $15 million in cash (which amount may be invested in the equity of a new indirect holding company for Simmons Bedding by holders of the discount notes who satisfy investment requirements designed to assure compliance with securities laws and specified in the plan). Each of the senior subordinated notes and discount notes distribution is subject to adjustment in certain circumstances.

Following the solicitation period, and in order to implement the restructuring, Simmons and its domestic subsidiaries intend to commence Chapter 11 cases under the U.S. Bankruptcy Code and seek confirmation of the pre-packaged plan. While the anticipated bankruptcy filings will not include Simmons Bedding's subsidiaries in Canada and Puerto Rico, these operations will be acquired under the terms of the purchase agreement.

Throughout the restructuring process, Simmons Bedding expects to continue normal operations under its current ownership structure and does not anticipate any changes to its overall business or its ability to meet its customers' needs.

Ares and Teachers', also owner of National Bedding Company LLC, the largest manufacturer of bedding under the Serta brand name in North America, intends to operate Simmons Bedding and Serta as separate and distinct entities that will continue to compete with one another in the market. The two companies will retain their unique corporate and brand identities, product lines and management teams.

Bennett Rosenthal, Senior Partner at Ares Management LLC, commented, "We believe that the resiliency Simmons Bedding has shown during these turbulent times is a sign of its strength that should be apparent to all of its key stakeholders."

Erol Uzumeri, Senior Vice-President, Teachers' Private Capital, stated, "Simmons' historical performance is excellent when measured against our core investment criteria and we are confident this investment will deliver sustainable value."

The transaction is subject to confirmation of the plan by the Bankruptcy Court and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, pursuant to which the Federal Trade Commission is currently reviewing the proposed transaction.